Board Matters
Governance Statement, Strategies and Objectives
JG Summit Holdings, Inc. (“JGSHI” or the “Company”) upholds its commitment to do business in accordance with its long-held values of exercising the highest ethical standards and always acting in good faith and in the best interest of all stakeholders. These values, which extend to corporate governance, have been the foundation of the Company in advocating and promoting the principles of integrity, fairness, transparency, and accountability.
JGSHI is compliant with the Code of Corporate Governance for Publicly-Listed Companies (“CG Code”). It continuously strives to strengthen its governance practices within the framework of evolving laws and regulations of the Securities and Exchange Commission (“SEC”) and the Philippine Stock Exchange (“PSE”) on the recommended corporate governance principles and industry best practices. Consequently, JGSHI’s company policies, including its Revised Corporate Governance Manual (“RCGM”), Code of Business Conduct and Ethics, and Anti-Bribery and Anti-Corruption Policy, are regularly reviewed and are expected to be followed by all of its operating companies and employees.
In addition, it adopts the “OGSM” (Objectives, Goals, Strategies, and Measures) framework as its long-term strategic planning model. It begins with a clear purpose, an inspiring articulation of the Company’s reason for being and the role it plays in the lives of its stakeholders; the vision for the next three to five years; the financial and nonfinancial goals; the strategic choices on where to compete; and the strategies to be employed to win. The Board of Directors (the “Board”) also regularly reviews and monitors the execution of the OGSM through discussions of JGSHI’s Chief Executive Officer (“CEO”) Scorecard, the Gokongwei Group’s (the “Group”) quarterly financial performance, and updates on its How-to-Win strategies. Ultimately, in its pursuit to heighten observance of good corporate governance in light of emerging trends, JGSHI remains steadfast in fulfilling its purpose—offering better choices to its customers and creating shared success with all its stakeholders.
In 2025, JGSHI refreshed its OGSM, which includes reviewing the Company’s long-term strategy and setting its ambition for the next five years, allowing the business to better position itself for continued success. To effectively monitor and ensure the delivery of commitments made by its Strategic Business Units (“SBUs”) in their OGSMs, the Company has begun instituting Value Creation Plans (“VCPs”) across the Group. The VCPs for each SBU would identify key battlegrounds for the business to focus on in the coming years, with metrics that allow the parent to closely track progress against the SBUs’ targets on a regular basis.
The Company
A. Organizational Structure
JGSHI is currently one of the largest and most diversified Filipino conglomerates, primarily engaged in businesses serving a growing middle class with rising disposable incomes in the Philippines and Southeast Asia. JGSHI’s place in Philippine business is built on a portfolio of market leaders, a strong management team, and a vision to lead the country toward global competitiveness and improve the lives of every Filipino. The Group Corporate Structure is reported in the JGS Annual Report SEC Form (17A) December 2025, Part I, Item 1 (B).
B. Management Leadership Chart
Click the diagram to view
See JGS Annual Report SEC Form (17A) December 2025, Part III, Item 9 (1) Directors (for Mr. Lance Gokongwei as Executive Director), (2) Executive Officers for the full write-up on the above-mentioned officers. For the role of key officers, please refer to the “Governance Framework” section of this Report.
C. Ownership Structure
Top Shareholdings (shareholders holding >5%)
The persons who beneficially own in excess of 5% of the Company’s common stock as of December 31, 2025, are specified and reported in the JGS Annual Report SEC Form (17A) December 2025, Part III, Item 11 (2).
Management Beneficial Ownership
The detailed table of Security Ownership of Management over any shares of the Company as of 31 December 2025 is reported in the JGS Annual Report SEC Form (17A) December 2025, Part III, Item 11 (2).
Trading of Securities
The Directors and Officers of the Company are required to report any changes in ownership of Company shares to the Office of the Corporate Secretary within three business days from said occurrence under the Company’s Insider Trading Policy. The Office of the Corporate Secretary shall file the required disclosure to comply with the reporting requirements of the PSE and the SEC within the prescribed period. Below is the table of shareholdings of the Directors and Officers in 2024 and 2025.
*Mr. Antonio Jose U. Periquet, Jr. replaced Mr. Renato T. De Guzman as director effective May 15, 2025.
**Ma. Cristina Bellaflor P. Alvarez replaced Ms. Lisa Y. Gokongwei-Cheng as Chief Digital Officer effective May 15, 2025.
***Table has been adjusted to comply with PSE (January 2025 Consolidated Listing and Disclosure Rules), requiring disclosure of direct and indirect ownership of directors and principal officers.
The other Executive Officers of the Company have no beneficial ownership over any shares of the Company as of December 31, 2025, namely:
- Renato T. Salud – Chief Corporate Affairs Officer
- Aldrich T. Javellana – Senior Vice President and Treasurer
- Michele F. Abellanosa – Vice President, Corporate Controllership
- Rya Aissa S. Agustin – Chief Audit Executive
- Laurinda R. Rogero – Chief Compliance Officer
- Ma. Cristina Bellaflor P. Alvarez – Chief Information Officer and Chief Digital Officer
- Bach Johann M. Sebastian – Senior Advisor
- Alan D. Surposa – Senior Advisor
- Maria Gay D. Advincula – Data Protection Officer
- Andre Ria B. Buzeta-Acero – Assistant Corporate Secretary
The shareholdings as of December 31, 2024, and 2025, indicated above, may be viewed on the JGSHI website:
Rights of Shareholders
The Company is committed to ensuring fair and equitable treatment of all shareholders, whether controlling or minority, local or foreign. It upholds and respects the rights of all shareholders as provided under the Revised Corporation Code and other laws and as stated in its RCGM and the Company’s website. These rights relate to the following: 1) participating and voting on all matters that require their consent or approval in general shareholder meetings, including the election and removal of Board members; 2) inspecting corporate books and records; 3) obtaining relevant and material information on the corporation on a timely and regular basis; 4) receiving dividends; 5) requesting appraisal; 6) accessing secure methods of ownership registration; (7) conveying or transferring shares; 8) nominating directors in accordance with the by-laws and notice of the Annual Stockholders’ Meeting (“ASM”) procedures; and 9) submitting proposals on items for inclusion in the agenda in accordance with relevant laws, regulations, and internal policy.
The ASM
JGSHI conducts its Annual and Special Stockholders’ meetings with transparency and fairness and encourages active shareholders’ participation. Under its By-Laws, shareholders—including minority shareholders—may nominate candidates for the board or request the calling of a general or special meeting by minority stockholders in accordance with relevant laws, regulations, the By-laws, and the procedures outlined in the notice of the ASM.
The ASM was held on May 15, 2025. The initial Notice of the Annual Stockholders' Meeting (“Notice”) was filed on March 12, 2025, or at least 28 days before the ASM, in compliance with the CG Code, the By-Laws, and the RCGM. The Definitive Information Statement, which contains the Notice, was filed with the SEC and PSE on April 21, 2025. In addition, the Notice was published in English and disseminated to shareholders and other stakeholders via the Manila Standard and Business World for two consecutive days, both online and in print. It enumerated and explained the agenda items requiring stockholders’ approval with one agenda item per topic and contained the following: 1) a rationale and explanation for each agenda item; 2) the profiles of directors (with age, academic qualification, date of first appointment, experience, and directorships in other listed companies); 3) the reappointment of SyCip Gorres Velayo & Co. (“SGV & Co.”) as the external auditor; 4) the readily available proxy documents; 5) the ratifying acts of the Board, such as the compensation or remuneration of executive directors and key officers; 6) the voting procedure (by proxy, live voting or in absentia); 7) the information regarding the appointment of an independent party to validate the votes; and 8) the class of shares allowed to vote, among others.
The ASM was conducted both in person and remotely and was attended by all members of the Board and by shareholders owning or representing a majority of the outstanding capital stock. The shareholders individually elected each director through ballot and were allowed to cast their votes by proxy, live (through real-time electronic voting), or in absentia on each agenda item presented to them for approval, with the number of votes approving each agenda item indicated in their respective sections in the Minutes of the ASM. Shareholders who could not attend were apprised in advance of their right to appoint a proxy, subject to the requirements of law, rules and regulations, and the By-Laws. Stockholders who wished to participate via remote communication were requested to notify the Company by email of their intention to vote in absentia. The Company employed a third-party provider, P&A Grant Thornton, to conduct validation procedures.
The shareholders were also given the opportunity to submit their questions, express their opinions, and make suggestions on various issues related to the Company via email. The Company received questions and provided responses indicated in the section on “Consideration of Other Matters” of the Minutes.
As shown in the Minutes of the ASM, the ASM was attended by the Chairman of the Board, all Board Committees, the President and CEO, the Investor Relations Officer, the External Auditor, and other officers of JGSHI.
The Minutes of the ASM were uploaded to the Company website within 24 hours or the next day:
Dividends
The Company’s policy is to deliver a steady flow of dividends to its shareholders. In the past five years, JGSHI has successfully paid out at least Thirty Centavos (PHP 0.30) per share annually despite the significant adverse impact of the pandemic on the Company’s operations and profitability. The Company shall declare cash dividends annually. The dividend rate, however, shall be reviewed every year by the Board, taking into account the absence of circumstances which may restrict the payment of such dividends and considering applicable laws and regulations, the Company’s results of operations, the medium and long-term growth and investment strategies, the cash flow requirements, and other relevant factors.
In its regular meeting on May 14, 2025, the Board approved the declaration of a regular cash dividend in the amount of Forty-Two Centavos (PHP 0.42) per common share from JGSHI’s unrestricted retained earnings as of December 31, 2024, to all stockholders of record as of May 30, 2025. This was paid on June 11, 2025.
Investor Relations
In furtherance of the shareholders’ rights, an Investor Relations Officer (“IRO”) under the Corporate Strategy Office was appointed so that the shareholders can engage with the Company beyond general meetings and receive all material information relating to it. Shareholders and other stakeholders may visit the Company website, under the Investor Relations and Contact Us tabs, or contact the Company’s IRO below:
Carlos R. Yu, Jr.
Director, Corporate Strategy and Investor Relations
Phone: +632 8633-7631 loc. 396
Email: IR@jgsummit.com.ph
40F Robinsons Equitable Tower, Ortigas Center, Pasig 1605
D. Duties to Stakeholders
The Company recognizes and values the interdependence between business and society. It promotes a mutually beneficial relationship that encourages the Company’s sustainable growth while contributing to the advancement of the society in which it operates. The Company employs value chain processes that consider Economic, Environmental, Social, and Governance issues and concerns.
1. Customers’ Welfare
The Company adopts customer relations policies and procedures of its Strategic Business Units to protect the customer’s welfare. This includes providing and making available the contact information of the Customer Relations representative, who is empowered to address and attend to customer questions and concerns.
2. Supplier/Contractor Selection
The Company follows the Supplier Accreditation Policy to ensure its suppliers and contractors are qualified to meet their commitments. In addition to the accreditation process, suppliers and contractors also undergo orientation on the Company’s policies and ethical practices.
3. Employees
The Board oversees the policies and programs that encourage employees to take an active role in helping the Company achieve its goals and uphold strong governance practices. These include initiatives on Health, Safety, and Welfare; Training and Development; and Rewards, Compensation, and Benefits, which support an engaged and productive workforce aligned with the Company’s long-term direction. The Company continues to comply fully with the requirements of the Department of Labor and Employment (“DOLE”). It also maintains updated Security and Safety Manuals to ensure that all employees across its workplaces remain safe, healthy, and well-protected.
In 2025, the Company continued to strengthen employee participation through clear and consistent practices supporting health, safety, well-being, learning, and long-term rewards. These efforts highlight the Company’s commitment to building a safe, supportive, and high-performing workforce that contributes to long-term success.
Health, Safety, and Welfare Policies and Practices
In 2025, the Company continued to strengthen its Occupational Safety and Health (“OSH”) programs to ensure a safe, healthy, and supportive workplace. Preventive health care remained a priority through the continued rollout of the Annual Physical Examination, free first-session mental health consultations, and access to the Rebel wellness app. To promote healthier daily routines, the Company also upgraded workplace facilities and created wellness-focused spaces. Activities such as the biannual Step Challenge and monthly well-being webinars encouraged employees to stay active and practice healthy habits.
The Company renewed its partnership with the Philippine Red Cross to conduct an on-site blood donation drive, supporting employee involvement in community health initiatives. These efforts demonstrate the Company’s commitment to providing a safe, healthy, and enabling work environment where employees can perform at their best.
Employee Training and Development
The Company advanced its leadership and capability-building efforts through targeted development programs that support both current and emerging leaders. The Corporate Human Resources Group delivered Leaders’ Conferences that strengthened the leadership capabilities of key functional heads across the organization, including those in the CHRO, CRO, and CFRO roles, among others. The Executive Development Program (“EDP”) continued to build leadership depth through its Navigate, Orchestrate, and Win tracks. Selected leaders also participated in programs at IMD, further improving their strategic thinking and decision-making skills. In addition, Corporate Center units provided functional training programs that enhanced technical proficiency and supported everyday operational excellence. Adoption of Individual Development Plans (“IDPs”) reached 82% in the Corporate Center units, surpassing the 75% target and demonstrating strong employee engagement in personal and professional growth. Together, these initiatives strengthened a future-ready leadership pipeline and ensured ongoing alignment with the Company’s long-term strategic priorities.
Rewards and Compensation Policy Aligned with Long-Term Performance
The Company affirms that strong governance is essential to long-term success. In 2025, the Company continued to strengthen its rewards framework to ensure that employee performance aligns with long-term goals and the Company's overall success.
a. Performance-Based Compensation
The Company’s rewards programs prioritize performance. Through the Long-Term Cash Bonus, employees are rewarded based on sustained results and progress toward key business goals. This helps attract, retain, and motivate high-performing talent while ensuring everyone is accountable for long-term growth.
b. Balanced Scorecard Approach
The Company uses a balanced set of measures—not just financial results—to evaluate performance. These include customer satisfaction, innovation, employee development, social responsibility, and environmental efforts. This ensures that employees contribute to the Company’s goals in a well-rounded and sustainable way.
c. Performance Assessment and Goal Setting
Performance management focuses on achieving the Company’s committed objectives. Employees are supported through development plans, regular feedback, and learning programs to help them perform their roles effectively. Career discussions and the year-end performance review help employees understand their achievements, areas for improvement, and long-term goals.
d. Transparent Communication
The Company continues to communicate clearly about performance expectations, evaluation standards, and reward systems. Regular communication helps employees understand how their work contributes to the Company’s long-term success and strengthens trust and accountability across the organization.
4. Creditors
The Company honors its contracted obligations and ensures the protection of creditors’ rights. The policy is posted on its website and may be viewed at this link:
5. Communities
The Company conducts various projects for its communities, as discussed in “Shared Success” of this Annual/Sustainability Report.
